2. *Vesting/Forfeiture*.(a) Except as set forth in Section 3 of this Agreement, (i) the Award shall not be fullyvested immediately but shall be subject to forfeiture in accordance with the restricted period andperformance measurement determined by the Committee and set forth on Schedule I hereto and (ii) thetermination of the forfeiture provisions applicable to the Restricted Shares shall be conditionedupon the continuous employment of Employee by the Company or an Affiliate from the date of thisAgreement to the applicable date of vesting.(b) Upon and to the extent of the achievement of the performance measurement hereunder withrespect to the Restricted Shares, as determined by the Committee, the shares with respect to whichsuch performance measurement has been achieved shall vest in Employee in accordance with Schedule Ihereto, and Employee shall be entitled to have delivered to him a new certificate, without thelegend referenced in Section 9 of this Agreement, for the number of such vested Ordinary Shares.(c) If the employment of Employee by the Company or an Affiliate terminates at any time priorto determination of vesting/forfeiture except on account of (i) death, Disability or Retirement ofEmployee or (ii) a Change in Control (as defined in Section 3(c)) of the Company, then, subject toSection 3(b), the Restricted Shares shall be forfeited and automatically transferred to andreacquired and canceled by the Company. Transfer of employment without interruption of servicebetween or among the Company and any of its Affiliates shall not be considered a termination ofemployment.3. *Acceleration of Vesting and Termination of Forfeiture Provisions*.(a) The vesting of this Award and the termination of the forfeiture provisions hereof aresubject to acceleration upon the occurrence of (i) the death, Disability or Retirement of Employeeor (ii) a Change in Control of the Company (whether with or without termination of employment ofEmployee by the Company or an Affiliate). Upon the occurrence of any of the events specified in(i) of this subsection (a), (A) the Restricted Shares comprising the Award shall be prorated based on thenumber of months of actual service by Employee during the three years in the periodended December 31, 20 _____, and  (B) the determination of vesting shall be made in accordance with Section 2(b) ofthis Agreement.Upon the occurrence of the event specified in (ii) of this subsection (a), (A) a number of shares equal to 66.7 percent of the Restricted Shares (whichequates to the target for this Award) shall immediately become vested and no longer besubject to any forfeiture provisions of this Agreement,  (B) Employee shall be entitled to have delivered to him a new certificate, withoutthe legend referenced in Section 9 of this Agreement, for such number of vestedOrdinary Shares, and  (C) the balance of 33.3 percent of the Restricted Shares shall be forfeited.
 
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(b) Notwithstanding anything contained herein to the contrary, the Committee shall have theright to cancel all or any portion of any outstanding restrictions prior to the expiration of suchrestrictions with respect to any or all of the Restricted Shares on such terms and conditions asthe Committee may, in writing, deem appropriate.(c) For purposes of this Agreement, the following term shall have the indicated meaning:Change in Control: The term “Change in Control” means (i) a determination by the Committee that anyperson or group (as defined in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,as amended (the “Exchange Act”)) has become the direct or indirect beneficial owner (as defined inRule 13d-3 under the Exchange Act) of more than 50 percent of the Voting Stock of the Company; (ii)the Company is merged or amalgamated with or into or consolidated with another corporation and,immediately after giving effect to the merger, amalgamation or consolidation, less than 50 percentof the outstanding voting securities entitled to vote generally in the election of directors orpersons who serve similar functions of the surviving or resulting entity are then beneficiallyowned (within the meaning of Rule 13d-3 under the Exchange Act) in the aggregate by (x) the membersof the Company immediately prior to such merger, amalgamation or consolidation, or (y) if a recorddate has been set to determine the members of the Company entitled to vote on such merger,amalgamation or consolidation, the members of the Company as of such record date; (iii) the Companyeither individually or in conjunction with one or more subsidiaries of the Company, sells, conveys,transfers or leases, or the subsidiaries of the Company sell, convey, transfer or lease, all orsubstantially all of the property of the Company and the subsidiaries of the Company, taken as awhole (either in one transaction or a series of related transactions), including Capital Stock ofthe subsidiaries of the Company, to any Person (other than a Wholly Owned Subsidiary); (iv) theliquidation or dissolution of the Company; or (v) the first day on which a majority of theindividuals who constitute the board of directors of the Company are not Continuing Directors. Forpurposes of this definition, “Voting Stock” means, with respect to any Person, securities of anyclass or classes of Capital Stock in such Person entitling the holders thereof (whether at alltimes or at the times that such class of Capital Stock has voting power by reason of the happeningof any contingency) to vote in the election of members of the board of directors (or comparablebody) of such Person; “Person” means any individual, corporation, limited liability company,partnership, joint venture, joint stock company, unincorporated organization or government or anyagency or political subdivision thereof; “Capital Stock” in any Person means any and all shares,interests, participations or other equivalents in the equity interest (however designated) in suchPerson and any rights (other than debt securities convertible into an equity interest), warrants oroptions to acquire an equity interest in such Person; “Wholly Owned Subsidiary” means anysubsidiary of the Company of which 100 percent of the total Voting Stock (other than directors’qualifying shares) is at the time owned by the Company, either directly or indirectly throughownership ofone or more subsidiaries of the Company; and “Continuing Director” means an individual who (A) is amember of the board of directors of the Company and (B) either (I) was a member of the board ofdirectors of the Company on the Effective Date or (II) whose nomination for election or election tothe board of directors of the Company was approved by a vote of at least 66-2/3 percent of theContinuing Directors who were members of the board of directors of the Company at the time of suchnomination or election. Notwithstanding the foregoing, or anything to the contrary set forthherein, a transaction will not be considered to be a Change in
 
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Control if (i) the Company becomes adirect or indirect wholly owned subsidiary of a holding company and (ii) (A) immediately followingthat transaction, the then outstanding shares of common stock (or equivalent security) of suchholding company and the combined voting power of the then outstanding voting securities of suchholding company entitled to vote generally in the election of directors is then beneficially owned,directly or indirectly, by all or substantially all the individuals and entities who were thebeneficial owners, respectively, of the outstanding Voting Stock and outstanding voting securitiesof the Company immediately prior to such transaction in substantially the same proportion as theirownership, immediately prior to such transaction, of the outstanding Voting Stock and outstandingvoting securities of the Company, as the case may be, or (B) the shares of outstanding votingsecurities of the Company outstanding immediately prior to such transaction constitute, or areconverted into or exchanged for, a majority of the outstanding voting securities of such holdingcompany immediately after giving effect to such transaction.4. *Escrow Agreement*. In accordance with Section 20(b) of the Plan, the Committee has approvedthe form of Escrow Agreement and prescribed its use hereunder in order to enforce the restrictions,terms and conditions applicable to the Restricted Shares.5. *Rights as Member*. Upon the issuance of a certificate or certificates representing theRestricted Shares to Employee, Employee shall become the owner thereof for all purposes and shallhave all rights as a member of the Company, including, without limitation, voting rights and theright to receive dividends and distributions, with respect to the Restricted Shares, subject to theforfeiture provisions hereof and the following provisions of this Section 5. If the Company shallpay or declare a dividend or make a distribution of any kind, whether due to a reorganization,recapitalization or otherwise, with respect to the Ordinary Shares constituting the RestrictedShares, then the Company shall pay or make such dividend or other distribution with respect to theRestricted Shares.6. *Agreements Regarding Withholding Taxes*.(a) Employee may elect, within 30 days of the Effective Date and on notice to the Company, torealize income for United States federal income tax purposes equal to the Fair Market Value of theRestricted Shares on the date of award, which shall be the Effective Date. In such event, Employeeshall make arrangements satisfactory to the Committee to pay in the year of such award any UnitedStates federal, state or local taxes required to be withheld with respect to such shares. IfEmployee fails to make such payments, the Company and its Affiliates shall, to the extent permittedby law, have the right to deduct in the year of such award any United States federal, state orlocal taxes of any kind required by law to be withheld with respect to such Ordinary Shares.(b) (i) No later than the date of the lapse of the restrictions on any of the RestrictedShares set forth herein, Employee will make arrangements satisfactory to the Committee regardingpayment of any United States federal, state or local taxes (or foreign taxes) of any kind requiredby law to be withheld with respect to the Restricted Shares with respect to which such restrictionshave lapsed.
 
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(ii) (A) Unless and until the Committee shall determine otherwise and provide notice toEmployee in accordance with Section 6(b)(ii)(B) of this Agreement, Employee shall satisfy theobligation of Employee under Section 6(b)(i) of this Agreement by delivery to the Company or itsAffiliates of Restricted Shares to which Employee shall be entitled upon the vesting thereof,valued at the Fair Market Value of such shares at the time of such delivery to the Company or itsAffiliates.(B) The Committee may determine, after the Effective Date and on notice to the Employee, toauthorize one or more arrangements (in addition to the arrangement prescribed in Section6(b)(ii)(A) of this Agreement) satisfactory to the Committee for Employee to satisfy the obligationof Employee under Section 6(b)(i) of this Agreement.(iii) If Employee does not, for whatever reason, satisfy the obligation of Employee underSection 6(b)(i) of this Agreement, then the Company and its Affiliates shall, to the extentpermitted by law, have the right to deduct from any payments of any kind otherwise due to Employeeany United States federal, state or local taxes (or foreign taxes) of any kind required by law tobe withheld with respect to the Restricted Shares with respect to which the restrictions set forthherein have lapsed.7. *Non-Assignability*. The Award is not assignable or transferable by Employee.8. *Capital Adjustments*. If any of the following events shall occur at any time while theAward is outstanding and any Restricted Shares have not either become vested or been forfeited, thefollowing adjustments shall be made in the number of Ordinary Shares then constituting theRestricted Shares under the Award, as determined appropriate by the Committee:(a) Share Dividend or Split; Combination. If the Company pays a dividend on its outstandingOrdinary Shares in Ordinary Shares or subdivides its outstanding Ordinary Shares into a greaternumber of Ordinary Shares, the number of Ordinary Shares then subject to the Award shall beproportionately increased. Conversely, if the outstanding Ordinary Shares are combined into asmaller number of Ordinary Shares, the number of Ordinary Shares then subject to the Award shall beproportionately reduced. An adjustment made pursuant to this Section 8(a) shall become effectiveas of the record date in the case of a dividend and shall become effective immediately after theeffective date in the case of a subdivision or combination.(b) Recapitalization or Reorganization. In case of any recapitalization or reclassificationof the Ordinary Shares, or any merger, amalgamation or consolidation of the Company with or intoone or more other corporations, or any sale of all or substantially all the assets of the Company,as a result of which the holders of the Ordinary Shares receive otherstock, securities or property in lieu of or in addition to, but on account of, their OrdinaryShares, the Company shall make or cause to be made lawful and adequate provision whereby, upon thevesting of the Award after the record date for the determination of the holders of Ordinary Sharesentitled to receive such other stock, securities or property, the Employee shall receive, inaddition to or in lieu of the Ordinary Shares with respect to which the Award has vested, theshares of stock, securities or other property which would have been allocable to such OrdinaryShares had the Award vested immediately prior to such record date. The subdivision or combinationof Ordinary Shares at any time outstanding into a greater or smaller number of Ordinary Sharesshall not be deemed to be a recapitalization or reclassification of the Ordinary Shares for thepurposes of this Section 8(b).
 
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9. *Legend*. Each certificate representing Restricted Shares shall conspicuously set forth onthe face or back thereof, in addition to any legends required by applicable law or other agreement,a legend in substantially the following form:THE ORDINARY SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THETERMS OF THE NOBLE CORPORATION 1991 STOCK OPTION AND RESTRICTED STOCK PLAN AND MAYNOT BE SOLD, ASSIGNED, TRANSFERRED, DISCOUNTED, EXCHANGED, PLEDGED OR OTHERWISEENCUMBERED OR DISPOSED OF IN ANY MANNER EXCEPT AS SET FORTH IN THE TERMS OF THEAGREEMENT EMBODYING THE AWARD OF SUCH SHARES DATED                     , 200     . A COPY OFSUCH PLAN AND AGREEMENT IS ON FILE IN THE OFFICES OF THE CORPORATION.10. *Defined Terms; Plan Provisions*. Unless the context clearly indicates otherwise, thecapitalized terms used (and not otherwise defined) in this Agreement shall have the meaningsassigned to them under the provisions of the Plan. By execution of this Agreement, Employee agreesthat the Award and the Restricted Shares shall be governed by and subject to all applicableprovisions of the Plan. This Agreement is subject to the Plan, and the Plan shall govern wherethere is any inconsistency between the Plan and this Agreement.11. *Governing Law*. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Texas, without regard to the principles of conflicts oflaws thereof, except to the extent Texas law is preempted by Federal law of the United States or bythe laws of the Cayman Islands.12. *Binding Effect*. This Agreement shall be binding upon and inure to the benefit of theparties hereto and their respective heirs, personal representatives, successors and permittedassigns.13. *Entire Agreement; Amendment*. This Agreement, together with any Schedules and Exhibits andany other writings referred to herein or delivered pursuant hereto, constitutes the entireagreement between the parties hereto with respect to the subject matter hereof and supersedes allprior agreements and understandings, whether written or oral, between the parties with respect tothe subject matter hereof. To the fullest extent provided by applicable law, thisAgreement may be amended, modified and supplemented by mutual consent of the parties hereto atany time, with respect to any of the terms contained herein, in such manner as may be agreed uponin writing by such parties.
 
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14. *Notices*. All notices and other communications hereunder shall be in writing and shall bedeemed given if directed in the manner specified below, to the parties at the following addressesand numbers:(a) If to the Company, when delivered by hand, confirmed fax or mail (registered or certifiedmail with postage prepaid) to:Noble Corporation13135 S. Dairy Ashford, Suite 800Sugar Land, Texas 77478Attention: Chief Executive OfficerFax: 281-276-6316With a copy to:Chairman of Compensation Committeec/o Noble Corporation13135 S. Dairy Ashford, Suite 800Sugar Land, Texas 77478Fax: 281-276-6316(b) If to Employee, when delivered by hand, confirmed fax or mail (registered or certifiedmail with postage prepaid) to:The address and number, if any, set forth opposite